EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2014 • Ashford Inc • Services-management consulting services • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of [ ], effective as of [ ] (the “Effective Date”), is between Ashford Inc., a corporation organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas, ASHFORD HOSPITALITY ADVISORS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (hereinafter, the “Company”) and DOUGLAS A. KESSLER, an individual residing in Dallas, Texas (the “Executive”).
TAX MATTERS AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD INC. and ASHFORD HOSPITALITY ADVISORS LLC dated as ofTax Matters Agreement • August 4th, 2014 • Ashford Inc • Services-management consulting services • Texas
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ , 2014] (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Trust OP prior to the separation and distribution (“Ashford LLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 4th, 2014 • Ashford Inc • Services-management consulting services
This Assignment and Assumption Agreement (this “Agreement”) is executed as of [ ], 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC”). This Agreement is executed pursuant to, and is expressly made subject to, the terms and conditions of that certain Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated as of [ ], 2014, by and between Ashford Trust, Ashford OP Limited Partner LLC, a Delaware limited liability company, Ashford Trust OP, Ashford Inc., a Delaware corporation, and Ashford LLC, which will effect a spin-off of Ashford Inc. from Ashford Trust (the “Spin-Off”).
